WEBSITE TERMS OF SERVICE AND TERMS OF USE

INTRODUCTION AND ACCEPTANCE

The website located at www.parchem.com, including all subdomains, mobile applications, and related oral, written, and electronic communications (collectively, the "Site"), is owned and operated by Parchem Trading Ltd. d/b/a Parchem Fine & Specialty Chemicals, together with its parent companies, subsidiaries, and affiliates (collectively, "Parchem," "Company," "we," "us," or "our"). Parchem's principal place of business is 415 Huguenot Street, New Rochelle, New York 10801, United States.

These Terms of Service and Terms of Use (these "Terms") constitute a legally binding agreement between you (whether individually or on behalf of the entity you represent, collectively "you" or "User") and Parchem governing your access to and use of the Site. By accessing, browsing, or using the Site, submitting any inquiry, request for quotation, purchase order, or other communication through the Site, or clicking any button or checkbox indicating acceptance, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms in their entirety, you must immediately discontinue use of the Site.

IMPORTANT NOTICES:

THESE TERMS CONTAIN A JURY TRIAL WAIVER (SECTION 14.4), A CLASS ACTION WAIVER (SECTION 14.5), AND A LIMITATION OF LIABILITY (SECTION 11). PLEASE READ THESE PROVISIONS CAREFULLY.

THESE TERMS ALSO CONTAIN THE EXCLUSIVE TERMS AND CONDITIONS GOVERNING ANY SALE OF PRODUCTS OR SERVICES BY PARCHEM. BY PLACING AN ORDER OR ACCEPTING DELIVERY OF PRODUCTS, YOU AGREE THAT PARCHEM'S TERMS SHALL GOVERN TO THE EXCLUSION OF ANY DIFFERENT OR ADDITIONAL TERMS IN YOUR PURCHASE ORDER OR OTHER DOCUMENTS (SEE SECTION 4).

1. ELIGIBILITY AND ACCOUNT REGISTRATION

1.1 Eligibility. The Site is intended solely for use by businesses and professionals engaged in the purchase, sale, distribution, manufacturing, or use of chemical products, ingredients, and related services in a commercial or industrial capacity. The Site is not intended for consumer use. By using the Site, you represent and warrant that: (a) you are at least 18 years of age; (b) you have the legal capacity and authority to enter into these Terms; (c) you are accessing the Site on behalf of a business entity and have authority to bind that entity to these Terms; and (d) you will use the Site solely for lawful business purposes in compliance with all applicable laws and regulations.

1.2 Account Creation. Certain features of the Site may require registration for an account ("Account"). When creating an Account, you agree to: (a) provide accurate, current, and complete information as prompted; (b) maintain and promptly update your Account information; (c) maintain the security and confidentiality of your login credentials; (d) accept responsibility for all activities occurring under your Account; and (e) immediately notify Parchem of any unauthorized use of your Account or any other security breach.

1.3 Account Termination. You may delete your Account at any time by following the instructions on the Site or contacting us at info@parchem.com. We reserve the right to suspend or terminate your Account at any time, with or without cause or notice, including for violation of these Terms. Upon termination, your right to access and use the Site will immediately cease.

2. LICENSE AND ACCESS TO THE SITE

2.1 Limited License. Subject to your compliance with these Terms, Parchem grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site solely for your internal business purposes related to evaluating, purchasing, or using Parchem's products and services.

2.2 Restrictions. You shall not: (a) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or any content thereon; (b) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Site; (c) access the Site in order to build a similar or competitive website, product, or service; (d) copy, reproduce, distribute, republish, download, display, post, or transmit any part of the Site except as expressly permitted; (e) use any automated system, including robots, spiders, scrapers, or offline readers, to access the Site for any purpose without our express written permission; (f) use the Site to transmit any viruses, worms, malware, or other harmful code; (g) interfere with or disrupt the Site or servers or networks connected to the Site; (h) attempt to gain unauthorized access to any portion of the Site or any systems or networks connected to the Site; or (i) use the Site for any unlawful purpose or in violation of any applicable law or regulation.

2.3 Modification and Discontinuation. Parchem reserves the right, at any time and without notice, to modify, suspend, or discontinue the Site or any portion thereof. Parchem shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Site.

2.4 No Support Obligation. Parchem has no obligation to provide technical support, maintenance, updates, or upgrades for the Site unless otherwise agreed in a separate written agreement.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Ownership. The Site and all content, features, and functionality thereof, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, software, product specifications, technical data sheets, safety data sheets, certificates of analysis, and the selection and arrangement thereof (collectively, "Site Content"), are the exclusive property of Parchem, its licensors, or other content providers and are protected by United States and international copyright, trademark, trade dress, patent, trade secret, and other intellectual property laws.

3.2 Trademarks. PARCHEM®, the Parchem logo, PARCHEM FINE & SPECIALTY CHEMICALS™, and all related names, logos, product and service names, designs, and slogans are trademarks or service marks of Parchem or its affiliates, protected under United States federal trademark law (15 U.S.C. § 1051 et seq., the Lanham Act) and applicable state and international laws. All other trademarks, service marks, and trade names appearing on the Site are the property of their respective owners. You may not use any trademark, service mark, or trade name of Parchem or any third party without the prior written consent of the owner.

3.3 Copyright. All Site Content is protected by copyright under 17 U.S.C. § 101 et seq. (the Copyright Act). © 2026 Parchem Trading Ltd. All Rights Reserved. No Site Content may be reproduced, distributed, displayed, transmitted, or otherwise exploited without the prior written permission of Parchem, except that you may download or print a reasonable number of copies of Site Content solely for your internal business use, provided that you retain all copyright and proprietary notices contained in the original materials.

3.4 Technical Information. Product specifications, technical data sheets, safety data sheets, certificates of analysis, formulation guidance, application notes, and other technical information provided by Parchem (collectively, "Technical Information") constitute copyrighted works and may contain trade secrets and confidential business information of Parchem or its suppliers. You may use Technical Information solely for the purpose of evaluating, purchasing, handling, storing, using, and disposing of Parchem products in accordance with applicable laws and Parchem's instructions. You shall not disclose Technical Information to any third party (except as required for the safe handling of products), use Technical Information to source products from competitors, or reverse engineer any product based on Technical Information.

3.5 Reservation of Rights. Except for the limited license granted in Section 2.1, Parchem and its licensors reserve all rights in and to the Site and Site Content. Nothing in these Terms shall be construed as conferring any license or right, by implication, estoppel, or otherwise, under any intellectual property right of Parchem or any third party.

4. TERMS AND CONDITIONS OF SALE

4.1 Applicability. The terms and conditions set forth in this Section 4 and the related provisions of these Terms (collectively, the "Sale Terms") govern all sales of products ("Products") and services ("Services") by Parchem, whether ordered through the Site, by email, telephone, fax, electronic data interchange (EDI), or any other means. These Sale Terms supersede and replace any and all prior or contemporaneous agreements, representations, or understandings between you and Parchem regarding the subject matter hereof.

4.2 Conditional Acceptance and Rejection of Conflicting Terms.

(a) NOTICE OF OBJECTION. PARCHEM HEREBY GIVES EXPRESS NOTICE OF OBJECTION TO ANY TERMS OR CONDITIONS CONTAINED IN ANY PURCHASE ORDER, ACKNOWLEDGMENT, CONFIRMATION, OR OTHER DOCUMENT ISSUED BY BUYER THAT ARE DIFFERENT FROM, INCONSISTENT WITH, OR IN ADDITION TO THESE SALE TERMS.

(b) CONDITIONAL ACCEPTANCE. IF BUYER'S PURCHASE ORDER OR OTHER DOCUMENT IS CONSTRUED AS AN OFFER, PARCHEM'S ACCEPTANCE IS EXPRESSLY CONDITIONAL UPON BUYER'S ASSENT TO THESE SALE TERMS. PARCHEM'S COMMENCEMENT OF PERFORMANCE, SHIPMENT OF PRODUCTS, OR PROVISION OF SERVICES SHALL NOT CONSTITUTE ACCEPTANCE OF ANY DIFFERENT OR ADDITIONAL TERMS.

(c) EXCLUSIVE TERMS. IF PARCHEM'S QUOTATION, SALES CONFIRMATION, OR ACKNOWLEDGMENT IS CONSTRUED AS AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE SALE TERMS. BUYER'S ACCEPTANCE OF PRODUCTS OR SERVICES, ISSUANCE OF PAYMENT, OR ANY OTHER CONDUCT INDICATING ACCEPTANCE SHALL CONSTITUTE BUYER'S ASSENT TO THESE SALE TERMS.

(d) CONTROLLING TERMS. In the event of any conflict between these Sale Terms and any terms contained in Buyer's purchase order, acknowledgment, or other document, these Sale Terms shall control. The parties' contract shall consist exclusively of these Sale Terms, Parchem's quotation or sales confirmation (if any), and any written amendment signed by an authorized representative of Parchem. No course of dealing, course of performance, or usage of trade shall modify these Sale Terms.

4.3 Quotations and Orders.

(a) Quotations. All quotations issued by Parchem are valid for thirty (30) days from the date of issuance unless otherwise specified. Quotations are subject to change or withdrawal at any time prior to acceptance. Quotations do not constitute offers.

(b) Orders. All orders are subject to acceptance by Parchem at its principal place of business. Parchem reserves the right to accept or reject any order, in whole or in part, for any reason, including credit considerations, product availability, or suspected fraud. Acceptance of an order occurs only upon Parchem's issuance of a written sales confirmation or acknowledgment, or upon shipment of Products, whichever occurs first.

(c) Order Modifications and Cancellations. Buyer may not modify or cancel an order without Parchem's prior written consent. If Parchem consents to modification or cancellation, Buyer shall pay a cancellation or modification fee as follows: (i) 15% of order value if cancelled or modified more than thirty (30) days before scheduled shipment; (ii) 25% of order value if cancelled or modified within thirty (30) days of scheduled shipment; (iii) 50% of order value if cancelled or modified within seven (7) days of scheduled shipment; (iv) 100% of order value if Products are in transit, have been delivered, or are custom-manufactured or specially sourced for Buyer. These fees constitute liquidated damages and not a penalty, and the parties agree they represent a reasonable estimate of Parchem's damages.

4.4 Prices.

(a) General. Prices are as set forth in Parchem's quotation or, if no quotation, Parchem's prices in effect at time of shipment. Unless otherwise specified in writing, all prices are stated in United States Dollars (USD), FOB Parchem's shipping point (Incoterms® 2020), and do not include taxes, duties, tariffs, shipping, handling, insurance, or other charges.

(b) Taxes and Duties. Buyer shall pay all federal, state, local, and foreign taxes, duties, tariffs, fees, and other governmental charges (including sales, use, excise, value-added, goods and services, import, export, antidumping, countervailing, and similar taxes and duties) applicable to the sale, purchase, delivery, or use of Products, excluding only taxes on Parchem's net income. If Parchem is required to collect or pay any such taxes or duties, Buyer shall reimburse Parchem upon demand.

(c) Tariff Adjustment. Given evolving trade policies, all prices are based on tariffs and duty rates in effect at the time of quotation. Should any new tariffs, duties, taxes, antidumping duties, countervailing duties, or similar governmental charges ("Government Charges") on raw materials incorporated into the Products, or on the Products themselves, be enacted, increased, or imposed between the date of quotation or order and the date of shipment, delivery, or customs clearance, the final contract price shall be adjusted to reflect such Government Charges based on their proportionate inclusion rate in the final Product. This adjustment shall occur automatically, and Parchem shall provide Buyer with documentation supporting the adjustment upon request. This tariff adjustment provision is a material term of the contract and shall apply notwithstanding any fixed-price language in Buyer's purchase order.

4.5 Payment.

(a) Terms. Unless otherwise agreed in writing, payment terms are net thirty (30) days from the date of invoice. All payments shall be made in United States Dollars by wire transfer, ACH, or check to the account designated on Parchem's invoice.

(b) Late Payment. Any amount not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, if lower) from the due date until paid in full. Buyer shall also pay all costs of collection, including reasonable attorneys' fees and collection agency fees.

(c) Setoff. Parchem may set off any amounts owed by Buyer to Parchem against any amounts owed by Parchem to Buyer under this or any other agreement.

(d) Security Interest. Buyer hereby grants Parchem a purchase money security interest (PMSI) in all Products sold and any proceeds thereof to secure payment of the purchase price. Buyer authorizes Parchem to file UCC financing statements and take any other action necessary to perfect such security interest. Title to Products shall not pass to Buyer until full payment is received, and Parchem reserves the right to reclaim Products if payment is not received.

(e) Credit and Assurance of Performance. All credit terms are subject to Parchem's ongoing approval of Buyer's creditworthiness. Parchem may, at any time, modify or withdraw credit terms, require prepayment, require a letter of credit, or demand adequate assurance of Buyer's ability to perform pursuant to UCC § 2-609. If Buyer fails to provide adequate assurance within ten (10) days of demand, Parchem may suspend performance, cancel any order, or exercise any other remedy available at law or in equity.

4.6 Delivery, Shipping, and Risk of Loss.

(a) Delivery Terms. Unless otherwise specified in writing, all shipments are FOB Parchem's shipping point (Incoterms® 2020 "FCA" if international). Title and risk of loss pass to Buyer upon delivery to the carrier at Parchem's shipping point.

(b) Shipping. Unless Parchem has quoted delivered pricing, Buyer is responsible for all shipping, handling, freight, insurance, and related costs. Parchem may select the carrier unless Buyer designates a carrier in the order. If Buyer designates a carrier and that carrier is unavailable or unsuitable, Parchem may select an alternate carrier and adjust the price accordingly.

(c) Delivery Dates. Delivery dates are estimates only and are not guaranteed. Parchem shall use commercially reasonable efforts to meet estimated delivery dates but shall not be liable for any delay in delivery. Time is not of the essence unless expressly agreed in writing by an authorized representative of Parchem.

(d) Partial Shipments. Parchem may make partial shipments, and each shipment shall constitute a separate sale. Delay in delivery of any installment shall not entitle Buyer to cancel any other installment.

4.7 Inspection and Acceptance.

(a) Inspection Period. Buyer shall inspect all Products promptly upon receipt and shall notify Parchem in writing of any damage, shortage, defect, non-conformity, or other discrepancy within five (5) business days after delivery ("Inspection Period"). Such notice shall specify the nature of the alleged defect or non-conformity, the order number, lot or batch number, and any other information reasonably requested by Parchem.

(b) Deemed Acceptance. If Buyer fails to provide written notice of any defect or non-conformity within the Inspection Period, Buyer shall be deemed to have irrevocably accepted the Products as conforming to all specifications and requirements.

(c) Preservation of Goods. Buyer shall preserve and hold any allegedly non-conforming Products for Parchem's inspection. Buyer shall not return, dispose of, or use any allegedly non-conforming Products without Parchem's prior written authorization. If Buyer disposes of or uses allegedly non-conforming Products without authorization, Buyer waives any claim related to such non-conformity.

(d) Returns. No Products may be returned without a Return Material Authorization (RMA) number issued by Parchem. Authorized returns must be shipped freight prepaid to the location specified by Parchem in the original manufacturer's packaging, unopened and with seals intact. Buyer shall pay restocking charges as determined by Parchem, which may be up to twenty-five percent (25%) of the invoice price. Parchem reserves the right to reject any return that does not comply with these requirements.

4.8 Limited Warranty.

(a) Express Warranty. Parchem warrants that, at the time of delivery to the carrier at Parchem's shipping point, the Products shall conform to the specifications set forth in Parchem's certificate of analysis (COA) for such Products. This warranty is expressly limited to the specifications stated in the COA and does not extend to any other specifications, requirements, or expectations of Buyer.

(b) Exclusions. This warranty does not apply to any Product that has been: (i) improperly stored, handled, transported, or used; (ii) modified, adulterated, or combined with other materials by Buyer or any third party; (iii) used for any purpose not expressly approved by Parchem in writing; (iv) used in violation of any applicable law, regulation, or Parchem's instructions; or (v) subjected to misuse, abuse, neglect, accident, or abnormal conditions.

(c) DISCLAIMER OF IMPLIED WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PARCHEM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. ALL PRODUCTS ARE PROVIDED "AS IS" AND "WITH ALL FAULTS." PARCHEM DOES NOT WARRANT THAT THE PRODUCTS WILL MEET BUYER'S REQUIREMENTS OR THAT THE PRODUCTS ARE SUITABLE FOR ANY PARTICULAR APPLICATION. BUYER ASSUMES ALL RISK AND RESPONSIBILITY FOR THE SELECTION, USE, AND APPLICATION OF THE PRODUCTS.

(d) Exclusive Remedy. If Buyer provides timely notice of a valid warranty claim, Parchem's sole obligation and Buyer's exclusive remedy shall be, at Parchem's option: (i) replacement of the non-conforming Products at no charge to Buyer; (ii) credit or refund of the purchase price paid for the non-conforming Products; or (iii) repair of the non-conforming Products. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as Parchem is willing to provide any of the foregoing remedies.

4.9 Regulatory Compliance and Product Stewardship.

(a) Parchem's Compliance. Parchem represents that Products, at the time of sale, comply with all applicable United States federal, state, and local laws and regulations governing the manufacture, labeling, and sale of such Products, including the Toxic Substances Control Act (TSCA), the Federal Hazardous Substances Act, and applicable FDA regulations (if any).

(b) Buyer's Compliance. Buyer represents and warrants that it shall: (i) use, store, handle, transport, and dispose of all Products in accordance with all applicable laws, regulations, and Parchem's instructions, including all instructions contained in safety data sheets (SDS); (ii) ensure that only technically qualified and trained personnel handle Products; (iii) obtain and maintain all permits, licenses, and approvals required for its purchase, use, storage, transportation, and disposal of Products; (iv) instruct its employees, agents, customers, and any other persons who may come into contact with Products regarding safe handling, use, and potential risks; and (v) not export or re-export any Products in violation of applicable export control laws and regulations.

(c) SDS and Technical Information. Parchem will provide safety data sheets (SDS) and certificates of analysis (COA) for Products as required by applicable law. Buyer has the right to rely on information contained in such documents. However, Parchem makes no warranty regarding the accuracy, completeness, or suitability of any Technical Information provided for Buyer's specific application, and Buyer is solely responsible for determining the suitability of Products for its intended use.

4.10 Hazardous Materials.

ALL PRODUCTS OFFERED BY PARCHEM ARE CHEMICALS AND SHOULD BE HANDLED ONLY BY TECHNICALLY QUALIFIED AND TRAINED INDIVIDUALS WHO ARE FAMILIAR WITH THE POTENTIAL HAZARDS IN HANDLING CHEMICALS. BUYER ASSUMES ALL RESPONSIBILITY FOR LEARNING AND UNDERSTANDING THE RISKS ASSOCIATED WITH THE PRODUCTS AND FOR INSTRUCTING ITS EMPLOYEES, AGENTS, CUSTOMERS, AND ANY OTHER PERSONS WHO MIGHT REASONABLY COME INTO CONTACT WITH THE PRODUCTS REGARDING SAFE HANDLING, USE, STORAGE, TRANSPORTATION, AND DISPOSAL. ANY SUGGESTIONS OR RECOMMENDATIONS FOR USE OF ANY PRODUCT ARE DISCLAIMED BY PARCHEM, AND PARCHEM MAKES NO GUARANTEE OF RESULTS AND ASSUMES NO LIABILITY FOR INJURIES, DAMAGES, OR PENALTIES RESULTING FROM USE BY BUYER.

5. USER CONTENT

5.1 User Content Defined. "User Content" means any information, data, text, images, files, or other materials that you submit, upload, post, or transmit to or through the Site, including requests for quotation, purchase orders, specifications, and communications with Parchem personnel.

5.2 License Grant. By submitting User Content, you grant Parchem a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, display, and create derivative works from your User Content for the purpose of operating the Site, processing your orders, providing customer service, and marketing Parchem's products and services.

5.3 Representations. You represent and warrant that: (a) you own or have all necessary rights to your User Content; (b) your User Content does not infringe, misappropriate, or violate any third-party rights; (c) your User Content complies with all applicable laws and regulations; and (d) your User Content does not contain any viruses, malware, or other harmful code.

5.4 No Obligation. Parchem has no obligation to review, monitor, or respond to any User Content. Parchem reserves the right to remove or refuse to post any User Content for any reason.

6. PRIVACY AND DATA PROTECTION

6.1 Privacy Policy. Your use of the Site is subject to Parchem's Privacy Policy, available at parchem.com/privacy-policy, which is incorporated herein by reference. By using the Site, you consent to the collection, use, and disclosure of your information as described in the Privacy Policy.

6.2 Cookies. The Site uses cookies and similar tracking technologies as described in the Privacy Policy. By continuing to use the Site, you consent to the use of cookies in accordance with the Privacy Policy.

7. THIRD-PARTY LINKS AND CONTENT

The Site may contain links to third-party websites, services, or content that are not owned or controlled by Parchem. Parchem has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that Parchem shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any third-party content, goods, or services.

8. FORCE MAJEURE

8.1 Definition. Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) where such failure or delay results from any cause beyond the reasonable control of that party, including but not limited to: acts of God; natural disasters; pandemic, epidemic, or public health emergency; war, terrorism, or armed conflict; riots, civil commotion, or insurrection; government action, embargo, sanction, or trade restriction; labor disputes, strikes, or lockouts; failure of suppliers or subcontractors; shortage of raw materials, energy, or transportation; fire, flood, or explosion; cyberattack or system failure; or any other event or circumstance that is unforeseeable or, if foreseeable, is unavoidable (each, a "Force Majeure Event").

8.2 Notice and Mitigation. The affected party shall promptly notify the other party of the Force Majeure Event and its expected duration and shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable.

8.3 Allocation. If Parchem is unable to supply all orders due to a Force Majeure Event, Parchem may allocate available supply among its customers in any manner Parchem deems fair and reasonable, without liability to any customer.

8.4 Extended Force Majeure. If a Force Majeure Event continues for more than ninety (90) days, either party may terminate any affected order upon written notice to the other party, without liability except for payment for Products delivered prior to termination.

9. CONFIDENTIALITY

9.1 Confidential Information. "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with the Site or any transaction hereunder, including pricing, product specifications, formulations, customer lists, business plans, technical data, and trade secrets.

9.2 Obligations. The Receiving Party shall: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; (c) use Confidential Information solely for the purposes contemplated by these Terms; and (d) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

9.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction.

9.4 Required Disclosure. The Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and cooperates with the Disclosing Party's efforts to obtain a protective order.

10. INDEMNIFICATION

10.1 Buyer's Indemnification. Buyer agrees to indemnify, defend, and hold harmless Parchem and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, suits, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) Buyer's use of the Site or Products; (b) Buyer's breach of these Terms; (c) Buyer's violation of any applicable law or regulation; (d) Buyer's User Content; (e) Buyer's improper storage, handling, use, transportation, or disposal of Products; (f) any claim by a third party arising from Buyer's use, resale, or distribution of Products; (g) Buyer's failure to comply with any SDS or Parchem instructions; or (h) any injury, death, or property damage caused by Products after delivery to Buyer, except to the extent caused by Parchem's gross negligence or willful misconduct.

10.2 Parchem's Indemnification. Parchem agrees to indemnify, defend, and hold harmless Buyer from and against any third-party claims that Products (as delivered by Parchem and not modified by Buyer) directly infringe any United States patent, copyright, or trademark, provided that: (a) Buyer promptly notifies Parchem in writing of any such claim; (b) Buyer gives Parchem sole control of the defense and settlement of such claim; and (c) Buyer provides reasonable cooperation at Parchem's expense. Parchem shall have no obligation under this Section 10.2 for any claim arising from: (i) modification of Products by Buyer or any third party; (ii) combination of Products with other materials, products, or processes; (iii) use of Products in a manner not authorized by Parchem; or (iv) compliance with Buyer's specifications or instructions.

10.3 Procedure. The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim (provided that failure to notify shall not relieve the indemnifying party except to the extent prejudiced); (b) grant the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party shall not settle any claim in a manner that imposes liability or obligations on the indemnified party without the indemnified party's prior written consent.

11. LIMITATION OF LIABILITY

11.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PARCHEM OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR ANY PRODUCTS OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF PARCHEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PARCHEM'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR ANY PRODUCTS OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY BUYER TO PARCHEM FOR THE SPECIFIC PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

11.3 ESSENTIAL PURPOSE. THE LIMITATIONS SET FORTH IN THIS SECTION 11 SHALL APPLY EVEN IF ANY LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 11 REFLECT A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

11.4 Exceptions. Nothing in this Section 11 shall limit: (a) liability for death or personal injury caused by Parchem's gross negligence or willful misconduct; (b) liability for fraud or fraudulent misrepresentation; (c) Buyer's payment obligations; or (d) any liability that cannot be excluded or limited under applicable law.

12. TERM AND TERMINATION

12.1 Term. These Terms shall remain in full force and effect while you use the Site.

12.2 Termination for Convenience. Either party may terminate any order for convenience upon thirty (30) days' prior written notice, subject to Buyer's obligation to pay cancellation fees pursuant to Section 4.3(c).

12.3 Termination for Cause. Either party may terminate these Terms or any order immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within fifteen (15) days after written notice; (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (c) ceases or threatens to cease doing business.

12.4 Effect of Termination. Upon termination: (a) all rights and licenses granted to you under these Terms shall immediately cease; (b) you shall immediately pay all amounts owed to Parchem; and (c) Parchem may exercise any and all remedies available at law or in equity. Termination shall not relieve either party of any obligation accrued prior to termination.

12.5 Survival. The following provisions shall survive termination: Sections 3 (Intellectual Property Rights), 4.4(b)-(c) (Taxes and Tariffs), 4.5 (Payment), 4.8 (Limited Warranty disclaimers), 5.2 (License Grant), 9 (Confidentiality), 10 (Indemnification), 11 (Limitation of Liability), 12.5 (Survival), 13 (Export Compliance), 14 (Governing Law and Dispute Resolution), and 15 (Miscellaneous).

13. EXPORT COMPLIANCE

Buyer acknowledges that Products and Technical Information may be subject to United States export control laws and regulations, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR), as well as sanctions administered by the Office of Foreign Assets Control (OFAC). Buyer agrees to comply with all applicable export control laws and shall not export, re-export, or transfer any Products or Technical Information, directly or indirectly, to any country, entity, or person prohibited by such laws without first obtaining all required government authorizations. Buyer shall indemnify Parchem for any violations of export control laws arising from Buyer's actions or omissions.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 Governing Law. These Terms and any dispute arising out of or relating to these Terms, the Site, or any Products or Services shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14.2 Exclusive Jurisdiction. Subject to Section 14.3, the parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware for any action or proceeding arising out of or relating to these Terms. Each party waives any objection to such jurisdiction and venue, including any objection based on inconvenient forum.

14.3 Federal Court for IP Claims. Notwithstanding Section 14.2, any claim arising under federal intellectual property laws (including claims under the Lanham Act, 15 U.S.C. § 1051 et seq., or the Copyright Act, 17 U.S.C. § 101 et seq.) may be brought in the United States District Court for the District of Delaware. Parchem expressly reserves the right to remove any action to federal court to the extent permitted by 28 U.S.C. § 1441 or § 1338.

14.4 WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR ANY PRODUCTS OR SERVICES.

14.5 WAIVER OF CLASS ACTION. EACH PARTY AGREES THAT ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR ANY PRODUCTS OR SERVICES SHALL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION, WHETHER AS A CLASS MEMBER, PLAINTIFF, OR OTHERWISE.

14.6 Prevailing Party. In any action or proceeding to enforce these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees, court costs, and other expenses from the non-prevailing party.

14.7 Equitable Relief. Notwithstanding anything herein to the contrary, Parchem may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information, without the posting of any bond or other security.

15. MISCELLANEOUS

15.1 Entire Agreement. These Terms, together with Parchem's Privacy Policy and any quotation or sales confirmation issued by Parchem, constitute the entire agreement between you and Parchem regarding the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings.

15.2 Amendment. Parchem reserves the right to modify these Terms at any time by posting the revised Terms on the Site. The "Last Revised" date at the top of these Terms indicates when changes were last made. Your continued use of the Site after any modification constitutes your acceptance of the modified Terms.

15.3 Waiver. No waiver of any provision of these Terms shall be effective unless in writing and signed by an authorized representative of Parchem. No failure or delay by Parchem in exercising any right or remedy shall operate as a waiver thereof.

15.4 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent.

15.5 Assignment. Buyer may not assign or transfer any rights or obligations under these Terms without Parchem's prior written consent. Parchem may freely assign these Terms without notice or consent. These Terms shall bind and inure to the benefit of the parties' successors and permitted assigns.

15.6 Relationship of Parties. The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

15.7 No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties and their successors and permitted assigns. Nothing herein shall confer any rights or remedies upon any third party.

15.8 Notices. All notices under these Terms shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email; (c) one (1) business day after deposit with a nationally recognized overnight courier; or (d) three (3) business days after mailing by certified mail, return receipt requested. Notices to Parchem shall be sent to: Parchem Trading Ltd., 415 Huguenot Street, New Rochelle, NY 10801, Attn: Legal Department, email: legal@parchem.com.

15.9 Language. These Terms are drafted in English, and the English language version shall control in all respects. Any translation is provided for convenience only.

15.10 Headings. Section headings are for convenience only and shall not affect the interpretation of these Terms.

15.11 Construction. The word "including" means "including without limitation." The word "or" is not exclusive. References to statutes include all regulations promulgated thereunder and all amendments and successor legislation.

16. DMCA COPYRIGHT POLICY

Parchem respects the intellectual property rights of others and expects users of the Site to do the same. In accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512), Parchem will respond to valid notices of alleged copyright infringement. If you believe that any content on the Site infringes your copyright, please provide a written notification to our designated Copyright Agent containing: (a) your physical or electronic signature; (b) identification of the copyrighted work(s) you claim have been infringed; (c) identification of the material you claim is infringing and information sufficient to locate it; (d) your contact information; (e) a statement that you have a good faith belief that use of the material is not authorized; and (f) a statement, under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the copyright owner.

Copyright Agent:

Parchem Trading Ltd.

Attn: Copyright Agent

415 Huguenot Street

New Rochelle, NY 10801

Email: legal@parchem.com

17. CONTACT INFORMATION

For questions about these Terms, please contact:

Parchem Trading Ltd.

d/b/a Parchem Fine & Specialty Chemicals

415 Huguenot Street

New Rochelle, NY 10801

United States

Phone: +1 (914) 654-6800

Toll Free: 1-800-282-3982

Email: legal@parchem.com

Website: www.parchem.com

COPYRIGHT AND TRADEMARK NOTICE

PARCHEM®, PARCHEM FINE & SPECIALTY CHEMICALS™, the Parchem logo, and all related names, logos, product and service names, designs, and slogans are trademarks or registered trademarks of Parchem Trading Ltd. and/or its affiliates in the United States and other countries, protected under 15 U.S.C. § 1051 et seq. (the Lanham Act) and applicable state and international trademark laws.

All Site Content is protected by copyright under 17 U.S.C. § 101 et seq. (the Copyright Act).

© 2026 Parchem Trading Ltd. All Rights Reserved.

Unauthorized reproduction, distribution, display, transmission, or creation of derivative works is strictly prohibited and may result in civil and criminal penalties under applicable law.